EXHIBIT 10.2(d)
January 31, 2000
X. X. X'Xxxxxxx
000 Xxx Xxxx Xxxx
Xxxxxx, XX 00000
Dear G.M.:
This letter constitutes the agreement (the "Agreement") between you
and Modem Media . Xxxxx Xxxxx, Inc. (the "Company") regarding benefits due you
under certain circumstances as described below.
1. Acceleration of Stock Options Upon Termination. The vesting of
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your Company stock options granted to you as of the date of this Agreement will
be accelerated by one year upon either of the following events:
A. The termination of your employment by you for "Good Reason"
(as defined in Section 4 below) within eighteen (18) months after a Change of
Control; or
B. The termination of your employment by the Company or its
successor (other than for "cause," as defined in Section 3 below) within
eighteen (18) months after a Change of Control.
In addition, if the effective date of any such termination of your
employment is 6 months or less than your next vesting date, an additional
number of options will vest equal to (i) the total number of options that would
have vested on your next vesting date, multiplied by (ii) a fraction, the
numerator of which equals the number of months from the date of your last
vesting and the effective date of your termination of employment, and the
denominator of which is 12.
2. Change of Control. For purposes of this Agreement, "Change of
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Control" shall mean the occurrence of any of the following events: (i) the
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least fifty percent (50%) of
the total voting power represented by the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation; (ii) the consummation of the sale or disposition by the Company
of all or substantially all of the Company's assets; or (iii) any person (as
such term is used in Section 13(d) of the Securities Exchange Act of 1934, as
amended) becomes the
beneficial owner (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company's then outstanding
voting securities.
3. Termination for Cause. For purposes of this Agreement, "cause"
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shall mean (i) your gross misconduct in the performance of your duties with the
Company; (ii) your engaging in illegal conduct (other than any misdemeanor,
traffic violation or similar misconduct) in connection with your performance of
duties for the Company; or (iii) your commission of a felony. The determination
as to whether "cause" exists shall be made by the Board.
4. Termination for Good Reason. For purposes of this Agreement,
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"Good Reason" shall mean a material reduction in your compensation or/and
employee benefits; material reduction in your job responsibilities or position;
or relocation of your work location by more than fifty (50) miles.
5. Other Agreements. Except as specifically stated herein, all other
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terms and conditions of prior written agreements regarding the subject of your
employment shall remain in full force and effect.
Kindly indicate your agreement to the foregoing by signing in the
space provided below.
Very truly yours,
MODEM MEDIA . XXXXX XXXXX, INC.
By: _____________________________
Name:
Title:
ACCEPTED AND AGREED:
By: ____________________________
X. X. X'Xxxxxxx
Date: __________________________
